Shattered
by Rodan78
Summary: The Motor Inn is lost, Carley and Lilly are dead. Everyone is terrified of Lee. Lee just might be broken beyond repair. However Clementine is not afraid to try and mend Lee's broken heart and mind.
1. Chapter 1: A Broken Love

**The Motor Inn is lost, Carley and Lilly are dead. Everyone is terrified of Lee. Lee just might be broken beyond repair. However Clementine is not afraid to try and mend Lee's broken heart and mind. **

The lonely country road was dark, illuminated only by the full moon. The road was occupied by only a moaning walker crushed beneath an old RV and a small group of survivors. Despite the walkers pitiful moans it was silent. However like many things, silence can easily be shattered.

"Do we need any more evidence than this!" yelled Lilly. Her voice pierced the group like a knife.

"Fuck evidence, stop treating him like this!" Carley replied coming to the defense of Ben; she knew even if he did betray the group to the bandits, he did not deserve to be exiled. _'Or whatever punishment is going through Lilly's head'_ Carley thought to herself.

"Shut up Carley, I've heard enough out of you! We're getting rid of this traitor once and for all, unless you have something to confess!" Lily hissed, her face turning red full of anger.

"Will all of you just shut the hell up?" Kenny's voice muffled out under the RV. His muscles straining to pull the walker stuck between the RV's wheel.

'_This is insane, the whole group is going to collapse and I can't do a damn thing to save it. Damn it there must be something I can do.'_ Lee thought. Despite how cruel Lilly was to Ben, Lee could not help but think he may be the traitor. Ben was very defensive when Lee asked if he was the one who broke the flashlight. His gut instinct told him that Ben was the traitor; yet he knew that Lilly would drag Carley into this as well, and Lee would not let that happened. Lee knew Lilly would not stop this madness until she put the blame on one of them.

"Ben, you have until that walker is dealt with to tell me it was her and not you!" Lilly growled menacingly. Her eyes flashed with anger.

"Stop this you're torturing him!" Carley yelled with anger.

"Ben!"

"Stop!"

"Stay out of this Carley!"

"I did it!"

Those three words were enough to put an end to the women's argument. They both turned, one in shock and disbelief, the other full of rage. Lee stood tall and with the best poker face he could manage look Lilly straight in her eyes. "Lay off the kid, if you want to blame anyone, blame me!" Lee's voice rumbled like thunder. Inside however Lee was asking himself what type of mess he got into now. He knew however that it had to be done, that he had to help rescue Ben and Carley from Lilly's interrogation.

"I think you can be a real piece of shit, but I know it wasn't you. Not with her in your life." Lilly yelled, pointing at Clementine. Lee glanced at Clementine, and knew Lilly was right. Perhaps Clementine was not his daughter by blood, but after all they've been through, all the hell they've seen that their new dark and bleak world had to offer, Lee could not help but think of her as his own child. And he knew that he would go to hell and back for her, he would gladly sacrifice his life if it meant she would live to see another day. Lee would never do anything that would endanger her life.

"Pl…please, l…let's just get back inside, forget all of this." Ben stammered, his voice trembling in fear.

"That's not happening, unless you have something to admit to." Lilly whispered in a calm yet deadly voice.

"You think you're some tough bitch, don't you? Like nothing can hurt you...but you're just a scared, little girl. Get the fuck over it. Take a page from Lee's book and try helping somebody for once!" Carley exclaimed. There was no way she would stand quietly, not without a fight to protect not only herself, but for Ben as well.

Kenny gave the walker one last tug and yanked it free. The last moments it saw was Kenny's shoe stomping on its already decaying head. "There, I got the little bastard." Kenny gasped, breathing hard after his struggle. Kenny shook his head and asked "Now what the fuck is the problem?" already knowing what he would hear next. He could never know how wrong he would be.

**BAM!**

The pistol echoed throughout the woods and in that moment the beautiful women known as Carley, was dead.

Everyone all looked in shocked, all but one that is. Deep inside Lee a demon sleeps, a demon so strong if it were to be unleashed all hell would break loose. Rage and hatred coursed through his veins. The last time it overpowered Lee it killed the senator who was having affair with is now ex-wife. Every time Lee snapped, every time this demon arrived it killed, and tonight would be no different.

"You bitch, I'll kill you!" Lee cried as he tackled Lilly, knocking the gun out of her hand. Lee slammed her against the RV, and began to unleash bone breaking blows. All Lee could see was a red haze, a red mist forming in front of Lilly; Lee was not in control anymore. He could not hear Clementine begging him to stop or Ben whimpering in fear. The only thing he could hear was Lilly's futile cries begging him to stop. However by then it was too late, his body was fueled by rage. The demon was in full control now, and it would not stop until Lilly was dead. The demon would stop at nothing to make sure she will never be a threat to their group again.

'_No way, no fucking way. That… no…no. There's no way she's dead.' _Kenny repeated to himself in shock and in horror. However there was no denying Carley's body lying at his feet. Carley, who rescued them all during their chaotic arrival to Macon, the kind and gentle woman who gave some of her rations to Duck and Clementine when they were hungry… was dead.

And Lilly shot her with no remorse, no hesitation what so ever. Her eyes were full of hate when she looked down at Carley's body. Kenny would never in a million years think she would snap like that. Most importantly, there was no denying that Lee, the one that always tried to keep the group together. Lee, the man who in Kenny's mind was always supported Lilly, was unleashing a brutal assault on her. Kenny couldn't say a word. The only thing Kenny could do was look down at Carley lying in a pool of blood. The only feeling he could feel was his whole body going numb.

It wasn't until he heard Katja and Duck yelling did Kenny finally began to get over his shock however, and made up his mind, this had to stop. Kenny rushed forward and grabbed Lee and tried to pull him off. However an elbow to Kenny's bruised ribs left him lying in the dust. All he could do was look in shock and horror as Lilly's face resembled Andy St. Johns face after the beating Lee gave him. For the first time since the beginning of his friendship with Lee, Kenny was truly afraid of him.

"Lee, walkers!" Clementine's shrill voice managed to gain Lees attention. Sure enough a group of twenty walkers were advancing towards them. The gun shot acting like a dinner bell to any walkers nearby. Lee knew that they had to leave now, or else they would all die here.

Kenny managed to pull himself up, and grabbed Lee again.

"We have to go now!"

Lee grabbed the gun, and what he would do next would scar his image of being a protector of the group. Most importantly it would make everyone in the group terrified around him, whatever doubt they had about him being a murderer would be erased forever.

**BAM!**

Lilly yelled in pain. She looked in horror as her jeans turned red with blood, her blood. She looked up to Lee ready to swallow her pride and beg for help, but the moment she saw his eyes her voice failed. Those eyes, once full of kindness and love were now full of hate. She knew no amount of begging would save her now.

Lee turned and looked at the others, their faces pale and shocked. Lee looked at Carley's body and saw that the small video camera fell out of her pocket from her purple jacket. It was the same one she offered to Lee after the horror at the dairy farm. Though Lee insisted that she kept it for herself, he knew that she would need it more than he would. He knew she still had nightmares of the pharmacy, especially Doug's death.

Lee bent down to grab it, to keep as a reminder of Carley. She was the only one besides Clementine who supported him without wanting anything in return, unlike Kenny or Lilly. Carley saved his life so many times, from rescuing him from the walker he tackled of Clementine, to shooting Andy St John; she even helped defend the group from the bandits who attacked the Motor Inn. The one time she needed to be saved and he couldn't do a damn thing to save her.

"Everyone, get in the RV!" Lee demanded, his voice daring any one to challenge him. Kenny wanted to speak up but he was not ready to fight Lee, not in the condition he was in. Kenny gently pushed Clementine up the RVs stairs. Ben was hesitant to get in, no one deserved to get eaten alive by walkers. It was Ben's worst fear to be eaten by walkers, the pain and anguish of getting your guts ripped out of you was enough to make any man cringe.

"What about Lilly, we can't just leave her like this?" Ben's voice barely managed to whisper.

"Her fate is already sealed; whatever happened next is her own fault! Now get in the RV Ben!"

"But…"

"Now!"

Ben took one last look at Lilly, her once angry yet proud face turned into a face one would see in a child. A scared little girl as Carley said, a scared girl who wanted to be in charge. Ben felt the guilt inside him eating him up, his mind was in shambles. He knew it should be him lying there dead; after all he was the one who traded with the bandits. It was his fault Lilly killed Carley. He knew that no one could ever know the truth. Ben knew that if the group found out he was the one trading supplies with the bandits, Lee would probably kill him. All he could do was get in the RV hearing Lilly's screams of pain and empty threats to them all.

"I'll see you in hell." Lilly muttered. Her body shaking in fear and anger as the walkers moved closer to her. She knew she was going to die one day, but not like this, not by Lee. Lee was the one who tried to save her father by giving him CPR. Lee was the only one who agreed with her that staying at the Motor Inn was the best choice. She knew her dad didn't like Lee, and he always warned her about him. She should have listened.

Kenny tried to reassure Katja while trying to start the RV up, before Katja and Duck would hear what would happen next. However fate would have other plans. A bloodcurdling scream was heard throughout the forest, the walkers got to Lily. And as quick as it happened, it ended with the moans of the hungry walkers. Though it lasted for no more than three seconds, that final scream would haunt the dreams of all that were present for many weeks to come. Kenny finally managed to start the RV and without a glance back, they took off into the night. All he could think about was what monster they had brought along. He was afraid what would happen if he knew that Duck was bitten. What would he do to him?


	2. Chapter 2: Nightmares

**Chapter 2: Nightmares**

The tension inside the RV was thick. At the front the hushed yet frantic whispers of Katja and Kenny could be barely heard if one listened closely. On the couch Clementine and Ben were sitting down, both were in deep thought. Lee was sitting in the back at the table, trying to gain control back from the demon. After a few minutes Lee managed to calm himself and tie the demon down with chains.

Lee started to walk to the couch were Clementine and Ben were, but what he saw managed to stop him dead in his tracks. Clementine looked at him with those beautiful hazel eyes… in fear. Lee knew that she would be scared of what he did to Lilly, hell even he was scared of the evil that resides in his heart. However seeing Clementine actually afraid of him felt like someone stabbed him in the heart. Lee managed to take a step forward, but Clementine scooted to the end of the couch, hiding behind ben.

Lee could not help but feel like the bond that he shared with her was broken. To him it felt as though it was day one again, two strangers trying to survive the unknown horrors that awaits them all. Lee slowly waked back to the table, his heart full of grief and sadness. Today Lee lost two people that he held close and dear to his heart. One was dead and the other may never fully trust him again.

Clementine was wondering why Lee, her kind and gentle guardian could turn into a cruel and unforgiving monster in a matter of seconds. Lee saved her from starving to death back at her tree house. Lee saved her from the walker hiding in the bathroom at the pharmacy. Lee made sure that she wasn't hungry when the group was almost out of foods. He would always support her, even when others didn't. When everyone stole the supplies from the car in the woods it was only her, Lee and Lilly that refused to steal the supplies. However there were some signs that Lee had a dark past that she chose to ignore.

The first was when Carley told lee that she knew of his past while clementine was standing right next to them. When Clementine asked him if it was a walker that he killed he said it was complicated. The second sign was when Lee killed the St. Johns with no hesitation. Clementine knew that he did it to keep the group safe; they barely managed to escape the farm and she knew that if they were spared they would come back to the motor inn to hurt the group. It wasn't until today that Lee told her he was on his way to jail for killing a man. Lee told her it was a mistake and what he did was wrong. The funny thing was that she wasn't afraid of Lee at all. She trusted Lee with her life. It wasn't until Lee left Lilly to die on the side of the road did Clementine felt fearful of him.

Lee was the one who always helped the group and was always the one who put an end to Kenny's and Lilly's arguments. However Lee was not alone, Lee always had Carley to help him. Clementine could barely accept that Carley was dead. She always managed to brighten up her day when Lee was too busy trying to keep the group together. She would always tell stories of her days as a reporter, or sometimes she would help Clementine draw chalk drawings. Carley was like a mother to her, always giving her advice and checking if she was ok.

Clementine was so tired, the bandits attacking, Carley and Lilly gone forever. It was just too much for her to handle. She gave a quiet yawn, and after using bens shoulder as a pillow, she soon fell asleep.

"Ugh where am I? Hello, can anyone hear me?" Lee yelled. All he could see was darkness in front of him. Lee was looking around franticly, trying to find anyone from the group. Lee saw a shadow out of the corner of his eye, when he turned he managed to get a better look. The shadow started to change, its form turning into a familiar person.

"Carley, is that you?" Lee asked, his voice threatening to fail him. '_This is impossible, I saw her die. There's no way she survived that gunshot to the head!'_ Yet there she was, wearing her lucky purple jacket. However when Lee looked in her eyes however, he couldn't help but shudder in fear. Those beautiful chocolate brown eyes, always filled with love and compassion were now full of hate and anger.

"You bastard, you could have saved me! Instead you let me die, all those times I saved you and the one time I was in trouble, and what did you do. You stood there and watched!" Carley yelled, her once calm and gentle voice was now roaring like a lioness.

Lee was shocked; the only one who he considered a true ally was now turning against him. Lee took a deep breath, trying to think of what he would say next.

"I'm sorry Carley, it happened so fast. If only I could have seen it coming or take the bullet for you. I didn't even know Lilly had a gun." Lee gasped his voiced cracking. Lee though of all the people that he could have saved, but failed. Shawn, Doug, Mark, Larry, and now Carley, the guilt Lee felt was overwhelming. Lee felt that he was responsible for the safety of every member of the group; Lee could not help but feel as though it was his fault that they were dead.

"Look at you; you are such a failure, to think I thought you would make a great leader for the group." Carley hissed. Then as quick as she came, she was gone. Lee fell to his knees, trying to comprehend what just happened. Lee could still hear her however, her voice as poisonous as a snake.

"You're a failure! You can't save anyone! I should have never rescued you that day; I should have told everyone at the pharmacy who you were! Nothing but a fucking murderer!" her voice echoed.

"I'm sorry, I'm sorry, I'm so sorry" Lee whispered. Lee knew this had to be a nightmare, it just had to be. All of a sudden it became deathly quiet. Lee tried to regain his composure, and somehow managed to stand up. Lee started to walk forward, when all of a sudden he heard someone crying behind him. Lee looked behind him, and Clementine was behind him. Her hands were covering her face as she was sitting down, her walkie-talkie lying next to her. Lee immediately ran towards her to check on her.

"Clementine, what's wrong?"

"Why Lee? Why didn't you save me?"

"What?"

"Why didn't you save me?" Clementine's voice became hoarse and raspy. As soon as she said that she turned around and lunged towards lee. Her once cute and adorable face was nothing more than rotten flesh. Her eyes, those beautiful hazel eyes were now white, white eyes that held no emotion or life, nothing but death. Her hands tried to claw at Lees face, but Lee held on to dear life, trying to keep her away from him.

"Clementine, no what happened!?" Lee yelled out. The only response he received however was a bone chilling snarl as Clementine tried once again to bite him. Lee used all his strength to hold her back but soon his body began to give up.

'_What's the point of living anymore? I failed Carley, and now Clementine. Everyone I know, everyone I love has died. I have nothing left.'_ Lee thought as Clementine, no, as this walker inched closer to him, its jaws mere inches away from his shoulder. Soon however a bright flash of light blinded Lee, and the next thing he knew he was back inside the RV. Lee looked around, the RV was empty.

"Clementine" Lee said. His voice hoarse after that hellish nightmare he just had. Lee jumped to his feet and looked out of the window. There in a small clearing was Clementine, along with Kenny, Katja, Ben, and Duck. They were all sitting on a log, their faces solemn and fearful. Lee took a deep breath and stepped outside.

The moment Lee stepped outside; everyone stared at him wearily, like he was a pit-bull ready to rip their throats out when they turned their backs on him. Lee felt hurt, all of the good deeds he did for the group, and one decision would shatter his image. Lee went from being a protector of the group to a murderer, a killer, a wolf among sheep.

"Kenny, why did we stop? Did we run out of gas already?" Lee asked.

"Well Professor, there's a god damn train stuck in the middle of the road! As if that wasn't bad enough, there's no way around it, so unless we can move the train, we are fucked!" Kenny snapped his hands balled up into fists_. 'Damn it, we have to get out of here! We have to find some help for duck, no shut up! He'll be ok; it's just a damn scratch. He's not like the others, he'll be ok. All he needs is some rest and some food.'_

"Don't worry, I'll find a way to move the train. If I can unhook the train it might move enough for us to squeeze through. The tracks are on a downhill slope." Lee tried to reassure not only Kenny, but everyone else. Especially Clementine, just seeing her alive managed to put him at ease, even though she was still avoiding his gaze and ignoring him, it was better than seeing her as a walker.

"Whatever just check on the train! We're wasting time over here." Kenny muttered.

"I'll be back…asshole." Lee muttered already walking towards the train. Lee wondered why he even put up with Kenny's attitude. Kenny was reckless, selfish and sometimes irrational. Lee knew that if he was ever in trouble, Kenny would probably leave him to die. First it was at the dairy, when he was about to be shot by Danny St. John and Kenny merely watched. If it wasn't for Lilly, Lee would have died at the dairy. Then it happened again during the raid at the pharmacy, a walker fell on lee. The only reason why Lee did not get bit that day was because a door stood between them, no thanks to Kenny. He ran out of the pharmacy, he didn't even look back, didn't even help him.

Lee couldn't help but remember what Hershel told him after he failed to save Shawn from being killed by walkers. Hershel told him that if Clementine was ever in danger, that he better get stronger, or hope that his "friends" were not cowards. Lee couldn't help but shudder at the thought, would Kenny abandon Clementine like he did to Shawn?

Lee managed to shake those thought out of his head, and focus on moving the train. In front of him stood a boxcar, its sliding door shut tight. Lee wondered what was inside, hopefully not another human slaughter house. Lee looked around and saw a door on the side and walked towards it. Lee carefully opened the door, wishing he had his trusty axe in his hands. Lee looked around and all he saw was a mess, it looked like the students dorm back at the university. There was clothes, food, and trash all over and just to keep it classy, a bottle of whiskey on top of a crate. There was even a brown dirty mattress on the floor. However, despite all the clutter, there was nothing he could use to unhook the train. Lee punched the wall as hard as he could.

"God damn it" Lee growled. After all this, after seeing the group shrinking one by one, after all the hell they've been through, Lee finally began to lose hope. Suddenly something must have fell, for there was a small bang next to him. Alarmed lee looked around him, trying to see what or who made that noise. When he looked at his feet he saw Carley's video camera. As he bent down to grab it he must have pushed a button, because all of a sudden the screen turned on. Lee pushed the menu button and saw there was only one video, that video being recorded only yesterday. Lee took a deep breath, and pushed play.

**A/N: DUN DUN DUN! What's going to happened next, find out next chapter! **

**Ok I'm so sorry for taking forever to update. I've been so busy and now I'm back at school, but I promise I will try my best to update as soon as I can. Wow, my first story and already there is positive feedback. Alright, and now a quick shout out.**

**To TeamAlecVolturi-Welcome brother, to the Walking Dead. From what I can tell no one has done a story like this before. When I played the game I was furious at Lilly when she shot Carley. When the two options showed up, I was yelling at my T.V. "You forgot the third option, shoot this crazy bitch!" Whenever I see that part I always think of that one song, Animal I Have Become by Threes Days Grace. I'm working on the next chapter and hopefully it will be posted soon. **

**To HeWhoDestroysAll- I'll definitely try to update soon, and I'm glad you enjoyed the first Chapter. I tried to make Lilly think that what she did was right, how the hell anyone can agree with that I have no idea. Now I hate to disappoint any of my readers, but Lee isn't going to be a demon throughout the story. Lee is a complex man; he is a good man with a good heart. However, when pushed into a corner, when someone is threatening or a danger to the group Lee snaps. He will do anything in his power to make sure that no one will hurt the group. He is a gentle guardian that can sadly turn into a demon when the going gets tough. He will however not however put up with Kenny being an asshole. Lee will try to help Kenny, but will not be Kenny's personal punching bag.**


	3. Chapter 3: We Could Have Had It All

**Chapter 3: Thinking about what might have been**

The screen flickered to life, and there stood Carley. Her chocolate-brown eyes were filled with so many emotions; joy, fear, love, and exhaustion. She wore her lucky purple vest; which Clementine once mentioned that it looked like a life jacket. Despite all this however she still managed to smile at the camera. She sat down on the old chair that was in her room and let out a small, yet sad sigh.

"I don't even know where to begin; it's been about 3 months since the St. Johns. It feels as though it's been 3 years since that nightmare. We lost Mark, Larry, and in a way we also Lilly. Larry was an asshole, but he was Lilly's father, and they loved each other. Now that he's gone Lilly doesn't have anyone. It also doesn't help that she has to deal with Kenny. I mean Lee and I try to keep this group together, but it's getting out of control." Carley said.

Lee groaned; he could never forget how the group went to hell after that night. Lilly was never the same since that night, she became anxious and paranoid. And Kenny, Kenny immediately tried to become leader. He was always focusing on Duck and Katja, and forgetting about everyone else. His rash and stupid decisions almost put an end to the group. When the bandits first attacked Kenny rushed into his room to check on Katja and Duck, leaving only himself and Carley to defend the Motor Inn. Lilly left with Ben to go on a supply run that day. It was a close call that day and all Kenny did was complained that an arrow managed to hit his precious R.V.

"Every time it's Team Kenny vs. Team Lilly, and they always look at us to see whose side we are on. I know Lee tends to side with Lilly and that infuriates Kenny to no end, and if there's one thing about Kenny that we can all agree on is that he holds grudges!" Carley exclaimed angrily.

'_Damn, so I wasn't the only one who noticed that_' Lee thought.

"I can kind of see why Lee supports Lilly over Kenny. I mean Lilly always thinks of the group first, while Kenny thinks only of his family and leaves the rest of us to fend for ourselves. However what Kenny doesn't know is when the group is weak, his own family is in danger. When the group is weak, everyone is weak. It's like the old saying, Together we stand, divided we fall." Carley said; her voice filled with frustration.

"Still, I can't help but worry about her, it seems like we are losing Lilly. I talked to Clementine and asked her what happened, and she told me that Kenny killed Larry. Larry had another heart attack and while Lilly and Lee tried to revive him by giving him CPR, Kenny grabbed a salt lick and smashed his head in. I can't believe that Kenny would do that, to kill someone who wasn't even dead yet. I mean it's like he wanted Larry dead since the day he accused Duck of being bitten. There's no way that Lilly escaped the dairy farm unscathed" Carley said in shock.

"I guess I finally know why there's all this tension between Kenny and Lee now. I know that no matter what Lee would never kill Larry, despite all the times Larry was a dick to Lee, Lee always tries to protect us all. Despite his past, despite being labeled as a killer, I truly believe that he should be the leader. Lee is strong both mentally and physically; he is willing to make the tough decisions and most of all he will risk his own life to protect anyone from our group." Carley said.

'_No, not everyone, I failed to save you Carley. After everything you had done for me, after saving my life so many times. The one time you needed to be saved and I couldn't save you. You were my one true friend, when I had no one else to turn to I would look up to you for help._' Lee thought sadly, his heart filled with grief and guilt, mourning the death of his closest and sweetest friend.

"… I talked to Clementine yesterday, making sure if she's doing ok. I swear that little girl is the only one who can make you feel that tomorrow will be better. After the bandit attack she drew a picture for me, it was me trying to put some batteries in a flashlight and failing miserably." Carley laughed, her laughter sounded like a robin singing on a sunny summer day.

"She always looks up to Lee and I for advice, I feel like we're her parents now. I mean I feel like she is my daughter and Lee…" at this Carley stood up and started to pace back and forth.

Lee gripped the small video camera tightly, his hands trembling. Lee took a deep and shaky breath, and prepared himself for what Carley had to say next. Lee knew however that whatever it was, it could not be good.

"When I first met Lee I was terrified. I knew who he was the minute Kenny called him for help. The thought of hiding in an old abandoned pharmacy with a convicted killer next to me with undead monsters trying to break in and eat us all is not my definition of fun. It was so weird to me that Lee was actually kind and caring to everyone. Lee went around and helped everyone as best he could; he found some energy bars for us, he helped me get the radio working, and even risked his life to protect a little girl who he just met two days ago. I thought at first that at first he was just trying to stay low, that he was just trying to ride out the storm and leave when he had a chance."

"I managed to talk to him when he was in his parent's office. I was walking by the office when I heard Clementine yelp in pain; I was ready to burst into that room, gun drawn and ready to fight. There was no telling what that murderer would do to her. However when I walked in I saw something that I would never have imagined. There was Clementine sitting on a desk whimpering in pain, her finger bleeding. And Lee, he was wrapping a band-aid over her finger; he was actually taking care of this little girl. A convicted murderer, who beat a man to death with his two fists, was taking care of an innocent eight year old girl. It was the most unlikely pair I have ever seen.

"I managed to sneak back out and I was hiding behind the door, I was able to glance over the door. Lee looked so grief-stricken; he was staring at a bloody mattress lying on the ground. He found a picture next to the mattress and started to talk to the picture and apologized to his parents, saying if he was around he would've saved them. I felt my heart-break a little, hearing the confessions of a man who believed he was responsible for his parents to death. Despite this however I had to make sure that one bad move, one mistake and I would tell the group who he truly was. When confronted he told me that there would be no problems from him. After I promised him that I would keep his past a secret he gave me a sincere and warm smile and gently gave his thanks to me."

'_I still can't believe that she did that. She knew I went berserk and killed a person, and yet she still gave me the benefit of the doubt.'_ Lee thought, still grateful to her for that.

"When Glenn was in trouble, Lee was the first to volunteer to save him, no one else came with us, and needless to say the walk there was a little awkward. When we got there we found Glenn hiding in a dumpster, there was some left over pizza stuck to the back of his jacket. We were going to leave until Glenn told us that there was a girl in trouble; that she was stuck into one of the rooms. Lee agreed with Glenn to save the damsel in distress; despite my argument to get the hell out. Lee managed to take out 5 walkers before reaching the girl, and when she opened the door… she was bitten. She begged us to let her use my gun to kill herself. And Lee, he told me to give it to her. I knew that she would die a slow and painful death, knowing that she would know she would become a walker. Unless we let her leave on her own terms. Lee stayed by her side until she pulled the trigger." Carley said in a remorseful tone.

"After that we returned to the pharmacy and somehow Lee found the keys to the backroom. However the alarm still worked and we were soon faced by a wave of walkers. We lost Doug that night; he was yanked out into the streets by a gang of walkers." Carley said shakily, her eyes filled with sadness.

'_How the hell could anyone have forgotten that night? Everyone almost died at the pharmacy!_' Lee thought; his body shuddered in fear. Clementine almost died that night; and while he saved Carley, Doug died because of that.

'_If only I was a little faster, or maybe I could have…_' Lee thought, the guilt tearing at his already fragile heart. However despite all the scenarios that raced through Lees mind, he knew that he could have only saved one of them. Doug may have been a good guy, but in the end he chose Carley because he felt that he owed her. She saved his life twice that night and promised to keep his past a secret. That was why Lee saved her that night, she saved his life three times that night, the least he could do was save her as well.

"The next three months we lived in a somewhat paradise, I mean we each had a room for ourselves, we had enough water to take a shower, and because of Mark we had enough food to last us for a few months. It wasn't until the end did our food run out, the day we met the St Johns. The day our group went to hell." Carley whispered the last part, her eyes glistening with sadness and anger.

"Lee decided to go hunting with Mark and Kenny for anything, hell I would have even eaten a squirrel at the time. When they returned you could imagine our surprise when they come back with a teenager and a man with his leg cut off. He was stuck in some sort of trap and they cut his leg off, the other kid that was with them got eaten alive by some walkers. As soon as they arrived Lilly and Kenny butted heads with each other, and much to my surprise Lee sided with Lilly. Lee usually tried to stay neutral throughout their arguments. Obviously Kenny left and was throwing a tantrum next to his R.V. The next thing I know Lee comes up to me asking for help; apparently Lilly told Lee he was in charge of the rations for that day. He only had four pieces of food, which meant that six of us would have to go hungry that day. I told him if he wanted to be good with Lilly or Kenny he should feed Larry or Kenny's family. In the end I told him that no matter what I knew that he would make the right choice. He offered me some crackers but I declined. He looked so bad, his face pale and he was swaying while he was standing. He didn't eat in over three days and he still gave some food to the kids, Lilly and Mark." Carley said.

'_I was so hungry, but there was no in hell I could have eaten in front of everyone while the others were starving, only a piece of shit would have done that'_ Lee thought angrily, remembering how Larry was pissed off that he had to go hungry for the day.

"The next thing I know Lee is screaming for help as the man with one leg is trying to tear his guts out. I was so scared; my blood was full of adrenaline. One moment I was sitting down on the couch, the next I'm standing over Lee with my gun pointed at the walkers head. Kenny snapped at Ben, accusing him of bringing a bitten man to our groups. What Ben would say next made each and every one of us lose hope… We are all infected, each one of us carry the virus in our body. That day, whatever dream I had of this nightmare coming to an end, was shattered. There is no hope; all we can do is try to survive, to live in fear in this dark and bleak world." Carley whispered sadly.

"I looked behind me as everyone was still in shock and there were two men sneaking upon us. My gun, as though it read my mind aimed itself onto them in a heartbeat. I was ready to take them out if they took one more step toward us. Lilly however stopped me, she was wondering who they were. I was suspicious and curious when they were asking for some gasoline. To my utter surprise they had an electric fence to keep all the walkers out. They invited us over to see it and for a trade, some of our gas for some dinner for everyone. Lee was so cautious, he was ready to refuse, to tell them to leave and never comeback. However he looked at Clementine and saw how skinny she became, and how hungry she was. Even with giving her half of his rations every day, hell sometimes Lee would give his entire rations to her. He would get for two whole days at time without eating so she wouldn't starve, and I was complaining about not having coffee. I was so selfish."

'_No, you were never selfish Carley; you were always there for her. When Clementine had a fever that one time and I ran to the pharmacy to find her some medicine, it was you who stayed by her side, making sure she was ok. When I was on watch at night and she was having nightmares, you were the one who slept with her to chase the monster under her bed away. When she didn't have me, she would have you… I still remember the day we brought mark back to the Motor Inn. Clementine started to draw her chalk drawings and I helped her draw a mural of everyone, and you helped us with it. That day, we were a family. That day, I felt completely at ease, like nothing could ever bring us down._ Lee thought sadly, the pain from the knife that Lilly stabbed him in the heart was twisting slowly and painfully.

As we walked to the farm, I talked to Lee and told him he should be our leader. He didn't think he could however due to his past and… Larry knew who he is. He knew that he was a murderer; he knocked him out and left him to die back at the pharmacy. I asked him what happened and Lee told me that he just lost control. That is wife begging him to stop wasn't enough to stop him, and in the end he killed the senator. When Lee told me this, his eyes were full of regret, that he would never in a thousand years would he have thought he would commit a crime like that. I gave him a small hug and told him that no matter what, I knew that he is a good man. No matter what I'll have his back, he is…" Carley paused, her face turning pink.

"We met the bandits. They just executed one of their members for no reason; they just shot him with no hesitation. It was sickening; they were no better that animals!" Carley yelled her face full of disgust. Lee couldn't blame her, the way the bandits treated their own members was horrifying. Lee tried to hold back his thoughts if Clementine met someone like those bandits instead of him the day the world went to hell.

"When we finally reached the dairy, it was a scene from a fairytale. Green grass, cornfields, a red barn, there was even a small swing set from the tree. The electrical fence was extremely impressive; the charred walkers were proof of its capabilities. It seemed that we found the impenetrable gates to heaven, and Ben and I where bringing a small piece of heaven back to the group in the form of homemade biscuits." Carley said her face lit up a little as she remembered those delicious treats.

"However Ben and I may have eaten a few biscuits and needless to say Lilly was not amused when we told her that walkers ate the biscuits. She made us stay behind and guard our 'fort' while the other would sit back and enjoy a homemade southern barbeque." Carley said to herself, her eyes glazed with a mixture of relief and fear. Lee could not blame her, she was the lucky one. She did not have to be trapped in that hell hole, that god damn meat locker.

"It wasn't until it was around eight o'clock that I knew something went horribly wrong. Lilly didn't want to stay for long; I mean she was telling the group that they should just take their dinner to go. I knew that abandoning the Motor Inn was a bad idea, but I just knew that Ben and I had to check on the group. It wasn't until we got there did my fears were confirmed. Lee was hiding by the cornfield, his jacket full of blood. He didn't see us until I killed a walker next to us. I asked him if he was ok, yeah I know, yet another stupid question. He told us that they were cannibals, and that they tried to feed them Mark. Apparently Mark was injured and they brought him inside to fix them up and they… they… there are no other words to describe them except evil. Only evil people could do such an act and try to justify it somehow!" Carley said as her face began to turn pale and her hands began to shake.

Ben and I went in the back way and we saw Andy aiming his rifle at Lee ready to shoot him and holding duck as a hostage. Kenny was in the ground holding his side; he was shot trying to rescue Duck. In that instant I aimed my gun at him and pulled the trigger. In that moment I just knew I could be the one who could turn the battle into our side. Though I missed, I fucking missed! I only managed to graze him and lee almost died because of that. Still, by some miracle Lee managed to overpower him and beat him to a bloody pulp. I had to yell at him to tell him to stop. That he won. That there was no need to repeat the past that he could choose his own destiny. Instead he killed not only Danny, but also Andy." Carley whispered her face full of sadness and a hint of disappointment.

Lee paused the video and started to pace, trying to calm himself but failing miserably. Lee knew that he showed his true colors that night. How when pushed into a corner, that he would turn into a fearsome beast, a true predator. Someone who will go through hell and back to protect the ones he loves. Lee knew that he shouldn't have killed Andy and Danny, that the walkers would have killed them. But the small chance that they could come back, that they would attack the Motor Inn in revenge for the loss of their mother. Lee knew that he could not take that chance, however he still felt bad for what he did.

The fact that Carley and Clementine were disappointed in him hurt him more than getting smacked with Danny's rifle. More tha getting knocked out by Larry. It felt as though the ones who looked up to him as some sort of hero, began to see that he was actually the villain. Lee knew that they eventually forgave him, but the thought of failing them was overwhelming the poor man. The guilt that was still ripping at his fragile heart increased tenfold. Lee took a deep yet shaky breath and played the video again.

"After that we all walked back to the Motor Inn; everyone was silent. Lilly was mourning her dad's death; Kenny was with his family, the gunshot wound on his side still bleeding. Clementine was lingering next to me; we were both worried about Lee. I managed to gather my courage and asked him if he was ok. The look in his eyes, it was heartbreaking. It was a mix of grief, anger, and exhaustion. Lee felt bad that he could not save Larry or Mark. His heart was still full of rage towards the St. Johns. And he was tired of all the weight that he had to bear. And yet he still knew that whatever problem arrived, whatever obstacle we faced; he would be the first one to face it."

"We found an abandoned car, and it was full of supplies. We had to take it; it would support all of us for a couple of months. Lee however wanted no part of it what so ever. He knew that we were no better than the bandits if we took it. Kenny however took it anyway, along with the entire group. Including me, I just… we were starving and we were desperate."

_'I know that we needed those supplies, but still. I can't help but feel that we condemned a family somewhere out there. I feel that we are responsible for yet another death due to our actions; because I couldn't stop Kenny.' _Lee thought.

"This camera was owned by this insane and mental woman who was spying on us. She wanted to kidnap Clementine. She even snuck into the Motor Inn and stole Clementine's hat. She was able to come so close to us. Even with one of us on watch, it still gives me the creeps.

"After that our situation was so bleak, the arguing between Lilly and Kenny. The bandits began to attack the Motor Inn every week. Despite all this, Lee always tried to make the best of our situation. And…" Carley's face turned pink and she whispered quietly "I love him".

Lee felt as though his heart forgot to beat, and he felt short of breath. His emotions were all over the place.

_'She loved me…'_ Lee thought, shocked of what he just heard.

"I've seen the kind of man Lee is; a kind and caring man. He is a guardian to those in need and well risk is life for anyone who is in danger. I mean he's like a knight in shining armor. I feel as though with him at my side, whatever we face we shall overcome. Together we will survive this nightmare, and protect Clementine. The bond between Lee and I will never snap, and I want to tell him so bad." Carley said, her beautiful brown eyes shining with love.

"The feelings I've had for him has changed, they have become even stronger. Every time I see him I can't help but smile. I feel like I'm back in high school again, head over heels over Lee. This is it, I'm going to tell him as soon as he comes back" Carley replied, her eyes filled with determination.

"The Winter! We'll freeze our ass out here!" a deep booming voice exclaimed.

"It's better than jumping into the R.V. with you after what you did to my dad!" a shrill and loud voice managed to overpower the other voice.

"Or not… Leave it to Kenny and Lilly to kill the moment. Well I might as well help Lee deal with those two. I guess this it for now." Carley smiled one last time at the camera and moved close to it.

"Mrs. Carley Everett, I like the sound of that". Then the video ended, her beautiful face vanishing out of sight.

_'She loved me. She…Loved…Me.'_ No matter how many times Lee tried to comprehend what she just said, he was still in shock and denial. Those words felt foreign to him, the only other person to tell him that was his ex-wife. Just thinking of that traitorous whore made Lee's blood boil. Lee knew that if he would have met Carley instead of his Ex; things would have been better for him.

Lee reached into his back pocket and pulled out his most prized possessions which he carried with him at all times. Two pictures that he managed to save from being lost at the Motor Inn. The first picture was of his family which he found at the drugstore. The other picture was a group picture of Carley, Clementine, and himself. Lee looked at the photo, of Carley's hair shining in the sun, and Clementine's cute smile. All of a sudden the memories of that warm sunny day flooded his head.

- FLASHBACK**-**

"**You know with all the supplies we got, I think Lilly will finally get off our backs for a while." Mark said joyfully, swinging the bag of all the medicine and food that he gathered. **

"**I sure hope so, and I think everyone will like the little surprise we found." Lee said, his eyes scanning the road for any walkers lurking nearby. **

"**Hey! I'll race you to the Motor Inn!"**

"**Really Mark?"**

"**Ugh, never mind. There's no point in beating an old man." Mark replied teasingly. His grin grew as he saw Lee glaring at him.**

"**What did you call me?" Lee yelled as he swung a punch to Mark. Mark dodged, and began running to the Motor Inn; Lee right on his heels. The Motor Inn was in sight and somehow Lee managed to outrun Mark at the last leg of the race.**

"**Well it looks like the old man can still beat you, huh Mark." Lee said smugly, breathing heavily.**

"**Beginners luck." Mark replied his face red and his glasses fogged up.**

**Lee looked up and saw that Lilly was on watch, her eyes scanning the forest like a hawk searching for prey. Lee whistled to get her attention. Lilly aimed the gun at them, but as soon as she saw who it was she put her gun down. Larry opened the gate for the two; his permanent scowl greeted them both. The rest of the group gathered around them; hoping that whatever news the brought was good. **

"**Well, what did you get?" Lilly asked grumpily.**

"**We managed to get the last of the canned food, and some painkillers. It should last us for a few more weeks." Lee said cheerfully.**

"**Well, I guess you did ok." Lilly replied, her mood lightening up a little.**

"**We have a surprise for everyone, we found this!" Mark yelled excitedly, holding up an old…**

"**Lee, is that a camera?" Clementine asked, startling Lee. Lee always wondered how she could sneak up on him.**

"**Yes sweet pea, that's called a Polaroid camera." Lee replied warmly.**

"**Well what's the use of it if we don't have a computer to save and print the pictures?" Clementine asked.**

"**Well, the camera prints the picture by itself silly. All you have to do is push the button, and the picture comes out." Lee said. **

"**Really, wow!" Clementine replied happily.**

"**Cool! I want to try. Can I take the picture Dad? Pleaseeee!" Ducks hyper voice bombarded Kenny. **

"**Alright hold on Duck, first we have to see if there's any photo left. Lee is there any photos left in there?" Kenny asked.**

"**Yeah, there are only four photos left though." Lee replied, a little bummed out. He was hoping that there would be a full roll left. Unfortunately Lee did not find any other rolls left at the pharmacy. So there would only be four photos for nine people.**

"**Well I could take the pictures if you want; I used to be a photographer before becoming a reporter." Carley said.**

"**That sounds great Carley." Lee replied.**

**Soon the groups were assembled next to the R.V. The first to go up was Kenny and his family. The next up was Larry and Lilly. Somehow Lilly managed to get Larry to smile for the camera. The next photo was a picture of Mark and Lilly. Mark insisted that airheads had to stick together. The last photo shoot was going to be Lee and Clementine.**

"**Wait! Can't Carley join us; she hasn't gotten a turn yet." Clementine asked.**

"**Yeah, come on Carley. Mark you can take the picture right?" Lee asked.**

"**Of course I can! What, do I look like a crippled? I still have both of my legs." Mark said jokingly. **

**Carley handed Mark the camera and stood next to Lee. Clementine snuggled in between them and held their hands. Lee glanced down and saw Clementine smiling brightly at him. Lee glanced to his left and Carley's gorgeous eyes met his. Mark started to count to three and took the picture. Clementine rushed toward Mark, nearly tackling Mark in the process. However disappointment was written all over her face. **

"**Awe, it didn't work." Clementine cried sadly, as she looked upon the blank picture.**

"**Just give it a few seconds Clem, you just have to wave it in the sun and… Tada! There's your photo." Mark replied happily. Before Clementine's eyes the photo began to emerge and soon she could see herself in the photo. Excitedly she thanked Mark and ran to Lee and Carley.**

"**Lee look, the camera worked. See?" Clementine exclaimed joyfully. Lee looked down and sure enough there it was. Mark surprisingly did a good job; his finger didn't cover the lens. **

"**It's a picture of our family, right Lee; you, me and Carley?" Clementine asked innocently as they walked to Carley's room. Her face was beaming with joy and happiness. **

**Lee glanced up to Carley, and saw her face turning a light pink. She looked at him nervously, as she was biting her lip. Lee couldn't help but smile and said "Of course we are sweet pea." At this Carley looked up surprised, yet happy. For a brief second their eyes locked together and they both shared a loving tender smile. As they arrived at the door to Carley's room, Lee took a step forward and embraced Carley in a long and gentle hug. Carley hugged him back as she rested her head on Lee's chest, while Lee rested his head on top of Carley's head. A cough interrupted this loving moment however, as Lee forgot about Clementine standing right behind him. Lee and Carley quickly took a step back away from each other as Clementine grinned mischievously. **

"**Lee Loooove's Carley. Lee wants to kiiiiss Carley. Lee wants to maaaary Carley. Lee wants to hake kiiiids with Carley. Lee wants…"**

"**Ugh…I should take a quick nap before I need to go on watch tonight… yeah" Lee said quickly, his face burning with embarrassment.**

"**Yeah, you do that. I have to take a quick shower anyway." Carley replied, even a blind man could tell she was embarrassed. Carley closed the door in a hurry while Lee started to walk to his room. Clementine skipped behind him, humming merrily. **

"**You love her, don't you?"**

"**Don't make me put you in time out!"**

**-End Flashback-**

Lee's vision started to become blurry, his eyes full of tears. He tried to calm his nerves; trying to be strong not only for him but also for Clementine. However the feeling of failing his family, of losing the woman he loved, and of losing the bond which he shared with Clementine was too much for Lee. Lee is just a man, not superhuman. In that moment the dam that held back the tears began to crack, and a few tears managed to escape. They dropped like bombs on the photo Lee held; as his tears began to stain the photo. And in that moment, it happened.

Lee's heart shattered into a million pieces. The fragments so small it was beyond repair. The dam burst wide open and Lee, for the first time in year's cried. Lee cried for the loss of Carley and for the loss of his family; for the hopelessness of the situation that loomed before him. His sobs began to shake his body and Lee fell to his knees. Lee begged God for help, to give him a sign.

A small hand gently grabbed his shoulder, and a kind voice whispered "Please don't cry Lee. Everything will be ok."

As Lee looked up to see who it was, his sobs began to stop. Despite his blurry vision he would recognize that lucky baseball cap and those beautiful hazel brown eyes anywhere.

"C…Clementine?"

**A/N: I'm back! Ok know so who missed me… anyone… anyone at all? **

**Ok, I'm so sorry for taking over a month to update. Know I know what you are all thinking, Dude where the hell have you been? I've been busy with school and there's only one computer at my house and I'm always the last one to get a turn because my younger brother and sister need it for school to do homework and projects. I'm going job hunting tomorrow at the outlets tomorrow; I really need to buy my own laptop. So hopefully when I have enough money, I will be able to buy a laptop and update quicker. **

**This was such a hard chapter to write yet the easiest at the same time. I pretty much recapped all the decisions I made when I played, that was the easy part. What was hard was trying to keep Carley in character. I tried to portray her in the most realistic manner as I could, and I hope you all enjoy this chapter. Any ways, time for a quick shout out to all my reviewers **

**To DayGamer- I'm so glad you enjoyed this story so far and I hope you enjoy this chapter ****. And trust me; there will be a lot of suspense coming to you soon! Enjoy **

**To HeWhoDestroysAll- I'm glad you've enjoyed my story and how I portray Lee. I hope you will like how my story goes on in the future. Thanks for reviewing ****!**

**To my mysterious Guest- Well I'm glad you enjoy my story. Though I must admit, I liked Lilly a lot, at least pre-episode 3 Lilly. No I hope I won't shatter your heart, but brace yourself. Carley is dead unfortunately ****. However she will make multiple appearances in the future. Also I don't know if I'm going to have lee be bitten by the hobo/ Oscar the grouch walker. I'm like 60/40 on whether or not Lee should get chomped! How is this possible you ask? Well it looks like you have to wait until they reach Savannah. Muwhahaha (that's my evil laugh by the way. ;)**

**To HarryPotterTwin- Well I'm glad you liked my story so far. I hope you enjoy this chapter and I wish you the best of luck to your stories. Enjoy **

**To amyh8822- Well I'm glad you like it and hope this chapter will make your weekend better **

**And to all my reader, please. If you have a chance, please leave a little review if you can. Not only do the reviews you leave me make me smile and thank god my story isn't like the infamous "My Immortal!" It also helps me as a writer and whatever new chapters and stories I write will hopefully be even better.**

***P.S. I played the game again and I realized something. Carley's eyes are actually a light brown, not green. Oops! Any way I'll go back and fix that mistake in Chapter 2.**


	4. Chapter 4: Things I Almost Remember

**Chapter 4: Things I almost remember**

Clementine sat on top of the wooden log by the R.V. Clementine was lost deep in her thoughts, as she looked at leaf she held. It was a bright red-orange color, and it reminded her of the apples her mom used to buy for her at the market. Clementine remembered how things used to be; how only two things scared her. The monster that used to live under her bed would always terrify her at night. She would yell for her parents as she saw its hand come through the bed, trying to yank her under. The only thing as scary as that was the meanest girl at her school, Leah. Leah once threw one of her classmates in a trashcan once just for bumping into her. Now those two look like kittens compared to the walkers.

A harsh fit of coughing broke Clementine from her thoughts. To her left she saw Duck coughing badly, his skin as pale as a ghost. His eyes were sunken and rimmed with black. Katja held Duck tightly as she looked at him with grief-stricken eyes. Her sky blue eyes were glistening with tears. Clementine heard Katja mumbling a small prayer, begging to anyone who was listening, for Duck to get better.

Clementine remembered getting sick a few months ago, and how frantic Lee was to find some medicine for her.

**-Flashback-**

**It was a cloudy and cold day in Macon. The grounds of the Motor Inn were splattered by tiny puddles after the thunderstorm that passed by at night. Kenny sat on top of the R.V. as he was on watch over night. The group was almost at its breaking point it seemed. After the hellish nightmare, the illusion that Lee unmasked at the dairy farm; it seemed as though nothing could get worse. When the arguments between Lily and Kenny escalated to new heights; Clementine thought that this had to be end of their bad luck. When the bandits began to attack them; angry of their meddling of the St. Johns Clementine hoped that things would turn better. Now, as she woke up from her restless sleep Clementine knew it would be much worse.**

**Bluuuuuuughh…bluuuuuuughh…bluuuuuuughh! **

"**Lee! Leeeee! LEEEEEEEEE!" Clementine croaked out, her head over the toilet as she puked her guts out. Clementine felt weak, it was taking all her strength just to stand up.**

"**Clementine, where are you?" Lee yelled frantically.**

"**Lee, I'm over here. I don't feel so good." Clementine said, her voice growing weaker by the second. The door to the bathroom swung open and there stood Lee, his face full of concern. **

"**Ok, it's alright Clementine. You just… are you feeling better than before?" Lee asked.**

"**Not really, I feel really tired Lee." Clementine replied miserably.**

"**Ok, it's going to be ok. Here, you should probably get some rest." Lee said kindly, as he picked Clementine up with his big strong arms. Clementine rested her head upon his chest as Lee dropped her gently on her bed, and walked to the closet. There he grabbed his axe, the ax which has slayed over a hundred walkers. Lee also grabbed a small shopping bag. Suddenly, there was a knock on the door.**

"**Lee? Clementine? Is everything ok in there?" Carley asked. Carley opened the door, and she frowned worriedly as she saw Clementine in such a sad and pitiful state. Carley walked over and felt Clementine's head. In one touch Carley knew that she had a high fever.**

"**Carley, I think I'm sick." Clementine whispered feebly. **

"**Shhh, it's going to be ok. Lee and I are going to the pharmacy, and we are going to find some medicine for you. You just get some rest ok." Carley replied kindly, as she placed a wet towel on Clementine's forehead.**

"**No."**

**That one word was enough for Carley to turn around in shock.**

"**What?"**

"**You stay here with Clementine. If things turn for the worse here, if the bandits or walkers attack; I want you here to keep Clementine safe." Lee said.**

"**Absolutely not, you know it is way too dangerous for a solo mission. We always go in pairs, it's safer and we always get more supplies." Carley replied sternly. Lee put his arms around her and hugged her tight.**

"**Carley, I need you to stay here. If the shit hits the-"**

"**Swear."**

"**If the crap hits the fan while I'm gone, you will be the only one to protect Clementine. Kenny will only think of himself and his family. Katja and Duck will be hiding in their room. Lilly is too unstable to watch her or help me with the supply run. And I don't even want to start with Ben. Right now you are the only person I can trust to watch Clementine. Please Carley; I'll be back before you know it." Lee replied, his voice calmly reassuring both Carley and Clementine. Carley looked into his eyes and knew there was no way to change his mind.**

"**I just can't bear to think if what might happen if you go by yourself. You could get hurt, or bitten, or worse, you could die.**

"**I am not going to die, I'll be ok"**

"**How do you know that?" Clementine asked.**

**Lee smiled warmly at Clementine and gently laid his hand on her head, as he gently stroked her hair. **

"**Because I have two girls that mean the world to me, and I'll gladly fight anyone who gets between us. I don't care if it's a sea of walkers, I will be back" Lee said assuredly as he looked between Clementine and Carley.**

**Carley looked worried, but sighed and looked at lee.**

"**Ok, I'll stay behind, but you better come back in one piece Lee." Carley replied.**

"**I think you two should get a room, and I think you should go Lee, before I grow old and die." Clementine replied teasingly. **

"**You've talked to Duck a lot more, haven't you?" Lee asked, a small smile on his face.**

"…**Maybe"**

**Lee chuckled and zipped his leather jacket up, and walked to the door. Before he left however, he looked back and stared at Clementine.**

"**I'll be back." Lee said in a weird and funny accent, as he put on some black sunglasses he found. Carley started to chuckle and Clementine smiled at Lee, knowing he was trying to cheer her up.**

**As Lee left Carley took a seat next to Clementine and let out a sigh. Carley gently patted her shoulder, and asked very quietly, "How are you feeling Clementine?"**

"**Not so good, I'm really thirsty. Do you have any water?"**

"**Of course you can. Sorry that it isn't cold however." Carley said as she reached into her purse, and pulled out a water bottle. Clementine took a long gulp and sighed contently.**

"**You know when I was little; the only good thing about being sick was that you could skip school. I would just lie down on the couch and watch my favorite cartoons. And if I was really lucky there would have been some ice cream left in the freezer." Carley said nostalgically.**

"**You think Lee will ever find that sundae for me?" Clementine asked playfully.**

"**I don't think so Clementine, though I do have something just as good." Carley replied as she dug into her purse as she pulled a small package of…**

"**Oreos. Where did you get these?" Clementine gasped in surprise. Though Clementine always tried to eat healthy like her parents, she did enjoy her sweets like any other kid her age. It was treat when her dad would bring some Oreos home after coming back from work.**

"**When Lee and I left to check one of the houses nearby, we found a few packages of cookies. We were going to save them for Halloween, but I think today could be an exception. However you can only have one cookie. We don't want you to throw up again." Carley answered.**

**Clementine looked at her with a curious expression on her face and asked very innocently "Can I have can I have the whole package?"**

**Carley knew this game however and put her foot down, "No, you can have one and only one." **

"**Can I have five cookies?"**

"**Two cookies."**

"**Four cookies?"**

"**Two cookies."**

"**Three cookies, pleaseee." Clementine asked, her beautiful hazel brown eyes giving Carley the deadly and effective puppy eyes. Carley knew that she lost this battle.**

"**Fine, you can have three cookies, and no more." Carley relented.**

**Clementine smiled and grabbed one cookie, and left two cookies to Carley; much to the confusion of Carley.**

"**I know when you give the cookies on Halloween, you and Lee will let us eat most of them. So I'll let you eat some of mine, just to be fair." Clementine said sweetly. Carley smiled back and shook her head in amusement. She took one cookie for herself and left the other for Lee.**

**After a while the two began to talk about everything, from Clementine's drawings to the situation of the Motor Inn, even about making a swing set somewhere so her and Duck could have something to play on. Though it has been over ten minutes since Clementine said something, and it was beginning to worry Carley. **

"**Are you ok sweetie?"**

"**No I…I miss my mom and dad. It's been such a long since I've seen them. And Kenny…**

"**What, what did Kenny do?" Carley asked, curious of what Kenny said to upset Clementine like this.**

"**I heard Kenny tell Lee that looking for my parents was stupid. That my mom and dad are probably already dead." Clementine answered tearfully, her eyes clouded over with the veil of despair and hopelessness. Carley mentally cursed to herself and swore that she would personally kick Kenny's ass. **

"**What did Lee say sweetie?"**

"**He got really angry at Kenny. He said that he was going to help me find them no matter what. Lee and Kenny said some swear words and then Kenny left. Do you think that they are dead?" Clementine asked sadly. **

"**I don't know sweet heart; things have gotten so bad lately. I honestly don't have an answer for you. However no matter what just remember this, never give up. There is one thing that will stay with us throughout all of this, and that is hope." Carley said, she paused for a few seconds, and then continued. "I know Lee and I are not your parents. But we are trying our best to raise you and to keep you safe, and we will protect you, with our lives if we have to. Because we love you so much, and I would rather die than to let anything happened to you. You are the daughter that I never had, and I love you with all my heart." Carley said; her eyes filled with tears, whether from joy or grief she did not know.**

**Clementine was shocked, here comes a woman whom she has only known for a few months, and she considers her as her daughter. Clementine felt touched and didn't know what to say. She grabbed her hand and kindly said "I love you too Carley." They were like that for a while, 'mother' and 'daughter' holding each other hands until…**

"**Carley, can you sing me a song. My mom always used to sing for me. Please."**

"**Alright, but you can't laugh at me. Just because I'm the worst singer ever doesn't mean you have to say it out loud." She answered. She cleared her throat, and began to sing with the voice of an angel. A song so beautiful it would send chills down your body.**

"**Dancing bears  
Painted wings  
Things I almost remember,  
And a song someone sings  
once upon a December**

**Someone holds me safe and warm,**  
**horses prance through a silver storm,**  
**Figures dancing gracefully,**  
**across my memory,**

**Someone holds me safe and warm,**  
**horses prance through a silver storm,**  
**Figures dancing gracefully,**  
**across my memory,**

**Far away, long ago**  
**things I yearn to remember**  
**and a song someone sings**  
**Once upon a December**

**And a song someone sings**  
**Once upon a December"**

"**You have the prettiest voice ever Carley." Clementine whispered kindly as she slowly began drift to sleep. Carley just chuckled and gently kissed her on her forehead. As she sat by her side she wondered how this happened to her. How she found a small fairytale in this grim nightmare which they now call life, was a mystery to her.**

**Carley sat by her side for what seemed to be another hour until Lee returned. His axe was bloody and she could tell by looking into his eyes that it was not an easy trip. She sighed as if to tell him I told you so. Lee grabbed something from his bag and walked over to Clementine. He gently shook her shoulder to wake her up.**

"**ughhh, five more minutes Dad.**

"**Wake up sweet pea, I found the medicine for you. You really need to wake up and take the medicine sweetheart." Lee told her gently yet firmly. Clementine lifted her head as she saw the medicine and grimaced a little. **

"**Yuck, it's strawberry flavor. I hate strawberry, do you have grape instead?" Clementine asked. Carley laughed while Lee groaned.**

"**So you want me to run all the way back to the pharmacy, kill every walker that is in my way, just to find some grape flavored medicine?" Lee asked incredulously. **

"…**Yes please." Clementine said sweetly. Carley and Clementine began to giggle has they saw the face Lee was making, as he began to imagine fighting all those walkers once again. Clementine reluctantly drank the sickeningly sweet syrup and was almost tempted to spit it out. However she knew that she had to suck it up and swallow it, she had to get better soon.**

"**Well it looks like you have everything under control then; I should get going then." Carley said.**

"**Bye Carley, thanks for singing to me." Clementine said happily. Carley froze, as her hand reached for the knob of the door. Lee's chuckle made her turn around, embarrassed of what was coming next. **

"**You can sing; I didn't know you can sing. Any chance that you can sing for me?" Lee asked as he winked at her. Carley began to blush, as she shyly smiled at him.**

"**Maybe when you stop hurting your leg all the time, maybe then I'll sing to you"**

"**Of course, the day you can put batteries in a radio with no problem." Lee chuckled until Carley smacked across his head. Carley whispered something in Lee's ear and left Lee standing there is face pale and shaking. As she left Lee stood there for a few minutes until he slowly turned around and walked back to Clementine. **

"**What did she say Lee?" Clementine asked.**

"**Ask me when you're older, like…when you're sixteen." Lee answered quickly. Clementine knew that tone, no matter how much she begged, Lee would not budge. She was still curious though, what could have she said that it would scare Lee so much.**

**-End Flashback-**

The cold wind whispered softly, as it flew through the tree branches. The branches swayed above their heads, as though they were dancing. Clementine was shivering; the cold winds going through her clothes. She wished that they could get the train to move out of the way; Lee was in charge of that, but last time she saw him was when he left the RV. She heard a loud bang; thankfully it wasn't a gun shot. Still, she was still worried about Lee. She understood why Lee did what he had to; Lilly was out of control. She would have probably shot Kenny and Ben if she had a chance, leaving only Lee and Katja to protect her and Duck.

A cold and brutal gust of wind slammed into the group and Clementine's hair angrily whipped around. As she turned her head away from the wind she saw Duck, his t-shirt lifted up and… a bite. There was a bite on him. Duck was bitten.

'_No! No! No! Duck is bitten, but that means…he's going to die.'_ Clementine thought, as she felt something heavy on her shoulders. Like a big rock fell on her, and she was trying to lift it up from keeping it from squishing her. First Carley, then Lilly, and now Duck. This had to be a nightmare, Clementine was going to wake up and be in bed, and eat breakfast with Lee and Carley.

Clementine quickly turned her head around, not wanting to see Katja or Kenny. She didn't want to see the grief and hopelessness etched in their faces. The wind seemed to whisper to them, taunting them all of their failures; taunting them about the end of their group. That their family was slowly dying one by one.

Clementine slowly began to scoot to the end of the log, and as quiet as a mouse slowly walked to the train. The others were so lost in their thoughts that she managed to reach the train undetected. She climbed up the ladder and crept towards the door, when she stopped. She heard someone crying in there, she peeked in, and gasped. It was Lee, crying like a small child. Clementine's heart broke in two as she saw this. Lee was the strongest man she knew, nothing could hurt him.

'_Except for you' _Clementine scolded herself. She was afraid of Lee yesterday. She wouldn't even go near him. Seeing her like that must have been the worst pain Lee felt, plus losing Carley. It was just too much for him. She felt horrible for what she did, she should have known better. Lee would never hurt her; from day one everything he has done was to help her and the group. He may have been wrong a couple of times, but in the end things worked out.

Clementine slowly reached out to Lee and grasped his shoulder gently as she could.

"Please don't cry Lee. Everything will be ok." She whispered kindly. Lee stopped sobbing as he turned around.

"C…Clementine?"

**A/N: ok Chapter four is up and we went over ten reviews: D Ok now, before I do my famous shout out to all of my lovely reviewer's two things. As you may have seen I now have a picture for my story. This is ****not**** a piece that I did, for I am the worst artist ever! When I saw this picture I knew that this would be amazing for the cover picture of this story. It captures the emotions all too well in my opinion. It is called "Dont call Me Small" made by the extremely talented Livvy-san, who gave me permission to use this only if I would give her credit and post the link to her artwork. I would post a link, but I just found out you can't post a link...opps. Sorry Livvy-san :(**

**Anyway, I did put the links on my profile. So please check out guys. She is really talented and does a great job. :)**

**There you will find the untold story of Carley's epic battle against the devious batteries. The many cute couples of the Walking Dead and the group's portrait can also be found here. **

**The second thing, I apologize for not updating sooner, I was in a bad car crash on March 4. My truck was totaled and broken beyond repair****. I was ok, but I was pretty bummed about it. But, life moves on I suppose. Also to all my lovely guest reviews, for some reason your reviews won't be accepted unless I say so and click on the button. It says I'm totally ok about anonymous reviewers on the computer, but on my I touch it says I'm not. So I apologize if it takes a day or two before your review pops up. **

**To Werewolfzombie3: Well I'm glad you felt like that when reading chapter 3. I tried to make a perfect blend of all these emotions powerful yet equal. The goal is for my readers to laugh, cry, yell, and smile all at the same time. I'm so glad you enjoyed this and hope that you will enjoy this chapter as well. And I'm so happy that you have enjoyed the story overall so much that you put it into your favorites. Thank you so much **

**To Purplepox63010: Well I'm glad that you enjoyed this chapter. And I hope you like this new Chapter so much that you would want to read this over and over again****. **

**To cathernatrual.812: I'm glad you enjoyed this Chapter. And I'm so happy that you thought Carley was realistic and not out of character****. Out of all the things in Chapter 3, keeping Carley in character was very tough. I thought that I screwed up until I read your review, then I breathed a sigh of relief. I hope you enjoy this new chapter**

**To my guest reviewer: I'm glad that you enjoyed this Chapter as well. I will definitely make sure that none of his emotions are hidden; he will be very outgoing and not afraid to speak his mind… just like Carley ****. And don't worry about that Hobo walker, Lee is going to kick his A$$!**

**To Boxhead: Thank you, I'm glad you enjoyed. (Snaps my fingers) Your wish is my command! **

**To yet another mysterious guest reviewer: I'm glad you also liked my portrayal of Lee's reaction. When I played the game I was livid, I was beyond angry. Here's a woman who Lee loves. Who has always helped him out with no questions asked. And when she dies he only mentions her like twice and then she is forgotten by everyone. That is why I began writing this story. I' glad you are a fan of Flashbacks and I hope you like this one as well **

**To A Brit: I'm glad you find this story to be amazing. Well I hate to burst your bubble, but that scene will not come until they reach Savannah… sorry****. However seeing as you posted this twice I will heavily consider your request and hope you will enjoy it in the near future****.**

**Well until next time my friends, hopefully by the end of March or so…and I probably do this now before I get sued or arrested.**

**I do not own the walking dead game or any of its characters. That belongs to Telltale games, Robert Kirkman and the sick yet brilliant minds of all the writers involved with the game. I own nothing; I merely do this to bring joy to other people. So when they look up for some new fan fiction, early this morning they can smile because I updated and added a new chapter. Thank you all.**

**P.S. The song used is Once Upon a December by Liz Callaway.**

**This is Rodan78 signing out for now. :)**


	5. Chapter 5: On the Road Again

**Chapter 5: On the Road Again**

Lee looked up and saw Clementine staring at him, her hazel eyes filled with wisdom beyond her age. Lee felt a small shiver go through is back. Clementine is just an eight year old child, and yet she has seen gruesome acts of evil and cruelty that a grown man should not have witnessed. However despite all this she still looks at the positive in life; that no matter what happened there is still good in the world. Lee felt yet another tear roll down his check and quickly wiped it away.

"You shouldn't have come here by yourself; it's far too dangerous." Lee said.

"But you're here by yourself." Clementine said has she tried to defend herself.

"I know, but you're still young and vulnerable…and I can't lose you." Lee replied feebly. Lee tried to imagine if Clementine died, his world would come to an end. He would probably give up like that young woman at the Motor Inn. Lee realized he was still crying and mentally scolded himself for doing so in front of Clementine. Clementine took a step forward and wrapped her tiny arms around Lee.

"I miss Carley so much Lee. Why did Lilly kill her… why?" Clementine cried into Lee's chest.

"Lilly… Lilly thought that Carley was dangerous, that she was the traitor. After seeing Larry killed by Kenny, she became dangerous. Yesterday she just snapped, but instead of taking her anger on Kenny, she killed Carley." Lee replied, his deep voice rumbled like thunder, the hate and anger was easily heard.

"But Carley would never do that…she…"

"Clementine, listen to me and remember this. Carley was the kindest and strongest woman that I have ever known. She was great with a gun and was one of the strongest members of our group. However more importantly; instead of fighting for power she helped me try to keep our group together. She was incredibly smart and extremely loyal. She always tried to help the group out in any way. Everything she ever did was to help our group out. She would never betray us! She loved you so much, and she would do everything to protect you. Don't believe Lilly's lies, and never question Carley's loyalty." Lee said, as he watched Clementine's doubt fade away as quickly as it came.

"I'm so scared Lee." Clementine cried.

"Of me" Lee replied sadly.

"I…I… no…not really. You were just really scary Lee. Did you have to kill Lilly?" Clementine whispered sadly.

"…No. I didn't have to kill her. I just got so angry, and I let the evil side of me win and take control. I'm sorry that you had to see that." Lee replied solemnly. Lee still saw the fear in her, and could almost hear what she was thinking.

"Clementine, I'm sorry that I let the bad side of me win. I promise you however; I will never hurt you. I would sooner kill myself then to harm you." Lee said his eyes fully honest. Lee held Clementine in his arms for a while; their bond slowly mending itself. Soon Clementine's sobs stopped, and she wiped her tears away.

"I know you won't... What do we do now?" Clementine asked.

"We need to find something; anything to help us to move the train or any clue on hoe to move it." Lee ordered.

"Like this." Clementine asked as she held up a clip board, and on that clipboard was a map of Georgia. Lee noticed an orange line going from Macon to…

"Savannah! Good job Clem." Lee praised her as he studied the clip board. Lee began to like what he saw, his hopes slowly beginning to rise again. Lee hoped that the way to Savannah would be smooth sailings. Lee found a water bottle and took that as well. Lee looked down and picked up Carley's video camera.

'_This camera is the one of the few things left that reminds me of her. I can't lose this.'_ Lee thought, as he put it in his pocket. He looked back down and saw Clementine looking up to him; silently asking him what's next.

"Well let's see if we can get this train up and running again" Lee said.

"Ok, that sounds great Lee." Clementine replied, as she ran up and gave him a big hug. Lee smiled as he hugged her back. Lee knew that this feeling he had for her would never die.

"Well isn't that sweet." A deep gravelly voice said.

Lee threw Clementine behind him as he drew his gun. His sights aimed down at an old man wearing a battered yellow coat. His grey hair was a mess; as it looked like a bird's nest. In his hand he held a bloody shovel as he walked inside. A guitar was strapped on his back.

"You know you shouldn't take people's stuff without asking first." He said as he looked at the clip board and bottle of water.

"Who are you? What do you want?" Lee growled as he stared down the hobo in front of him.

"Well seeing how we're all calm and peaceful; my name is Chuck. Charles if you're feeling fancy. And you are in my house if you must know. " He said calmly and with a hint of sarcasm.

"This is your home?" Clementine asked incredulously.

"Of course it is, where else where would I live? Why you don't like my home?" Chuck asked.

"It's so messy." Clementine said. Her eyes looking at the dirty old mattress, as it lay at the corner. Lee gently moved her back as he used his body as a shield. Chuck walked back to his mattress.

"It may be a little messy, but it has style. That's something you kids won't understand these days." Chuck said as he nudged his bed, but as he did a mouse scurried by his feet and jumped out of the train. Chuck let out a sigh and sat down on his bed and looked up at Lee.

"So what can I do for you two, are you to steal my stuff or are you to kick me out." Chuck said pleasantly, as he looked at Lee's gun. Lee looked and saw how he was no threat and lowered his gun.

"Chuck, I'm Lee and this is Clementine. We're not looking for any trouble; we'll put your bottle of water back, but we might need this map. We're trying to move the train so our group can get to Savannah."

"So you guys want to take my house, and move it all the way to savannah… eh why not? It'll be good to see more of the countryside. Though how are you going to move a train?" Chuck asked.

"We still need to figure that out." Lee said.

"Right; well I'll let you two do that while I talk to the rest of your group. And I'm sorry if I scared you two, train folks will do that to you occasionally." Chuck said, as he stepped out of the train and walked towards the others. Lee and Clementine walked towards the front of the train, and hope that they could move the train. Lee opened a compartment and found the engine. Lee pushed the green button and it didn't work. Lee opened another small compartment to his left and found a rack of tools. He picked up a spike remover and walked forward until.

"Damn it." Lee whispered.

"What is it" Clementine asked, as she tried to look at the window.

"It's a walker. Stay behind me, and if I tell you to run then you run. Ok, here we go." Lee said as he slowly opened the door. He raised his weapon and brought it down on its head. The body fell down unresponsively, as it looked up at Lee. A bullet hole in the forehead was the first thing Lee saw. Lee let out a sigh of relief and began to drag the body outside. After throwing the walker out Lee saw a pad on the side of the control panel. On it was a torn sheet that only said engine start-up. Lee grinned and asked Clementine, "Do you have any pencils on your back pack Clementine?"

"No, I think there might be one in the RV. Why?" she asked. Lee handed her the clipboard and watched as she lit up with happiness.

"This is just like my leaf rubbing. I can do this, but first we have to go get a pencil. Come on Lee. I know we can do it." Clementine exclaimed, as she nearly yanked Lee of his feet and dragged him to the RV. As she led the way Lee watched Chuck talking to Kenny and Katja. Lee hoped that Kenny could keep his mouth shut and not get into a fight with the new guy. As Clementine raced up the RV Lee smiled and walked in. that smile however turned into a frown as Clementine looked down with a pencil in her hand.

"Clem, what's wrong?" Lee asked.

"Lee, promise me you won't be mad at me?" Clementine asked. Clementine looked up and took her back pack off. As she did she opened it and pulled out a gun.

Kenny looked at his son in despair; he knew what was going too happened to his Duck. His son was going to die, and when he does die he would turn into

'_Damn it Kenny knock that shit off. He's going to be fine, it's just a scratch. He won't be like the others; all he needs is some rest and he'll be back on his feet.'_ Kenny thought to himself.

"So Chuck, how are you still ok by being by yourself? Isn't that hard; to be all alone with no help." Katja asked, as she interrupted Kenny from his thoughts. Kenny looked at the homeless man and didn't trust him. What did he ever do to help him; as far as Kenny was concerned he was someone to be watched out for. His thoughts however where soon interrupted once again.

Its ok actually; I'm used to being by myself seeing how I'm homeless. If I survived on my own for all those years I can do it now. Besides, it wasn't always like that. I was in a small group of survivors a few miles away." Chuck said.

"Well what happened to them? How come you are not with your people?" Katja asked, as she wondered why an old man would choose to be by himself. As she said this chuck let out a small sigh.

"Two months ago I was in a small group at a campsite not too far away from here. It seemed like we would all be ok. There was the leader of a group and his mother, Ralph and Susan. We also had a family there and a few other survivors. The father of the family, Nick, always wanted things to be done his way. In his mind the group could all die; so long as his family lived it would be justified. He would trick people and use people for his advantage and the when he no longer needed them, or if they didn't do what he said; he would get rid of them and would turn his back on them. Even if it meant that they would die. Eventually someone did die; it was Susan. After that everything went to hell. We all knew that he killed her; we just didn't have any proof. A few days later there was a fight which resulted in my friend's death, I left as fast as I could. I went back a week later, and they were all dead. I'll never know what exactly happened, but I have a guess. What probably happened was that Nick and Ralph got into another argument, and Nick killed Ralph. After that the Creepers or as you call them, Walkers came and killed them all. It's funny; after all the killing and arguing, Nick could not protect his family in the end. If he worked with all of us and protected our group; then maybe his family would still be alive. It is like that old saying goes; united we stand, divided we fall. Who know; perhaps our group was doomed from the start." Chuck ended his story bitterly.

As he finished Kenny felt as though he was punched in the gut. He felt as though Chuck compared him to Nick, but how could he have known. Immediately Kenny wanted to kick his ass, but before he could the RV door opened and out stepped Lee and Clementine. As Kenny looked back he found Chuck's eyes looking at Duck, his face grim.

"Clementine; where did you find that gun, and I want you to be honest?" Lee asked. His mind racing through so many possibilities, but he could not think how she managed to grab it.

"I got it from Carley's jacket after she got shot. I thought you'd want it. You know, so you could remember her by something." Clementine said sadly.

'_Damn it. She had a chance to fight back. If only I kept an eye on Lilly! Damn it, I knew she was unstable and I took my eye off her. What the hell was I thinking! Carley I'm so sorry. I promise you, I'll listen to your advice. I will be the leader and make sure our group will stay together. Sooner or later we will meet again.'_ Lee thought as he looked at her gun; hoping that she would somehow come back.

"…Thank you Clem. This means a lot to me… we should… get going now. Let's go back and start this train up again. After that we're one step closer to Savannah. However I should check on Duck first; he looks like he has the flu or something.

"Lee, Duck was bitten yesterday. I don't think he's going to make it." Clementine whispered sadly as she felt a small tear forming in her eye

'_No one is safe from death. Not Duck; even though he still is a kid. Carley was great with a gun and strong, but even she died.' _Clementine thought in horror. No matter how strong Lee is; eventually he would die, and without Lee she would probably die as well. Lee didn't have to save her that day. He could have left her and be on his own, yet he stood by her side every time. If only he knew that she was lying to his face for months.

"Clementine; are you sure that Duck was bitten. Maybe it was a bad bruise or something like that?" Lee asked, but one look on Clementine's face told him all he needed to know. Lee sighed as he tried to come up with a plan.

"Ok, for now we have to move the train. That is the most important thing now, for every minute we are out here we are vulnerable to walkers and bandits. Once we are on the move we can get going, and then we can focus on Duck. Don't worry sweet pea; we'll figure this out. We always do." Lee said in an assuring tone. "Now do you think you can work your magic and make the directions show up?

"I already did it Lee; though it looks really confusing." Clementine said as she held up the directions. Sure enough it was just a bunch of shapes.

"That's ok; I think I should be able to figure it now. Next stop, Savannah." Lee said as he walked outside, Clementine following right behind him. As Lee walked out he saw Chuck's investigating eyes looking at Duck; he knew. At this rate everyone but Ben would know.

'_Ben. Did he do it? Was Lilly right? Was he the one stealing supplies? No Lee; stay focused. First thing first is to get the train running.'_ Lee thought to himself. Lee soon found himself back in the train and began to read the instructions. Lee moved a few switches and sure enough the console began to light up like a Christmas tree.

"Look Lee its working; it lit up." Clementine exclaimed happily. Lee smiled as he flipped a few more switches. After that he went outside to the engine compartment and began to prime the engine. Soon the engine roared to life, its deep rumble echoing throughout the forest. The rest of the group jumped to their feet in disbelief. They thought for sure that Lee could not start the train. Kenny jumped up the stairs and ran into the conductor's room.

"You got this fucker working again! That's great, just move it a little and we can move the RV out of her." Kenny yelled happily. Kenny was looking at the dashboard in awe.

"Yeah, I just got to turn of the brakes and we're ready to move out." Lee replied as he pushed the yellow button; as the train let out a hiss like a snake. Lee moved the handle forward and took off-

**Thu Thunk!**

"Damn it; the train is still connected. I'll be right back Kenny." Lee said. As he exited the control room, he looked back and said "Clem stay here ok, I'll be back in no time." Lee saw Katja holding duck, his face growing paler by the second. Lee walked up to them and sat next down to her.

"Do you or Duck need anything Katja?" Lee asked. Hearing Ducks shallow, yet wheezy breathing concerned him.

"No, but thank you anyways Lee. Chuck was kind enough to give Duck his water bottle." She replied.

"Ok then, but if you or Duck need something. Anything at all you just let me know." Lee answered gravely.

"You know. How did you find out?" Katja asked sadly. Her eyes full of sorrow as she gazed upon her son. Just a shell of what he used to be. He probably couldn't even remember her or Kenny anymore; as he slowly drifted into the hands of death.

"It's not that hard to figure it out. The entire time he was just lying here instead of exploring the train with Clementine. Also Clementine saw the bite and told me…I'm so sorry Katja." Lee said apologetically.

"It's ok Lee; you did your best to save us. Any way; it won't change anything. Duck is gone, I can feel it. His heart rate is slowing down, and there is nothing we can do about it." She whispered sadly; as all of her joy was slowly taken over by grief and despair. Soon a solemn silence hanged above them.

"When Clementine was here; did she happened to say anything about Carley or Lilly or Duck? I'm worried about her." Lee asked Katja, kind of feeling bad to ask her when she was already having her own heartbreaking moment.

"No, that little girl is a puzzle. I can never figure what is going through her head. Poor Carley…God… where did yesterday go? Are you ok Lee, I know you where fond of her." Katja asked kindly.

"I was. I know this isn't a time for romance, but yeah. I did love her. She was there to support me all the time. She was kind, beautiful, and a great woman. I… should have told her how I felt about her. But I was too scared, and now I'll never have the chance to." Lee replied in a pained voice and wiped a tear away.. Lee stood up and looked down at them.

"Don't worry about me, I'll be fine. I just have to unhook the train carts and we're good to go. I'll be right back" Lee said as he left. Leaving Katja behind; as she gave a sympathetic look to Lee. She knew that even with his lover's death that he would be strong and keep moving forward. She only wish that she could continue with her life, but she can't anymore.

**THUNK!**

"There we go; ok I think we are ready to get the hell out." Lee said to himself. He went back to the group and saw Kenny walking toward him, yet Kenny looked anxious.

"Lee are we ready to go now? We need to get to Savannah a.s.a.p." Kenny said.

"Yeah, we're all set man. We just have to get what's left of our supplies and it's time to get going." Lee replied.

"Ok guys! Grab everything you can from the R.V. and put it in the train. This is our last hope to get to Savannah. Now let's move out!" as he walked into the motor home to grab what was left of their meager supplies. Lee looked at Chuck and said, "You should come with us Chuck. We could use another guy for our group. There's safety in numbers, and seeing how we are taking your house."

"It sounds good, but are you guys going to try to kill each other?" Chuck asked gravely.

"…"

"Well it looks like I have no choice then. To Savannah it is." Chuck said sarcastically. As he said that Kenny walked up to Katja and Duck. Clementine looked up to Lee, and her eyes said it all. The end is near for Duck. As she slowly climbed up the train, lee looked back and frowned. So many deaths; how many more would come? How many would fall into the cold embrace of death?

"Ken, Duck is getting weaker." Katja said gently, yet full of sadness.

"Let me take a look at him… he's fine Kat. It's just a little scratch. He'll be fine!"

"Katja frowned as she saw Kenny retreating form walk back to the controls. She slowly got on and joined the others. Lee followed Kenny and stood next to him. Kenny reached for the lever and pushed it forward.

"Savannah here we come!"

**A/N: Hey guys. Sorry that took a long time. School was crazy and with a twelve page essay; man that was a tough cookie. And every time I was on the computer typing away my parents would kick me out saying all I did was stare at the computer not doing anything productive. Oh if only they knew. I told myself that i must update it by my birthday, which is today. I'm 19 now, Damn I'm old. Any way its summer vacation again so I'll be able to update more. I'm going camping for a week by the end of June; so I'm going to try and update again before I go. Any way if you guys could leave a review after reading this chapter it would be awesome. Any review you leave will help. And also click the link on my profile to see the artist of my cover art. She is incredibly talented and has done amazing pieces of the walking dead game. Any way here you go and I hope you enjoy **

**To ****backfromthedead91****- I'm so happy that you love the song as well. Once upon a December is a great song when thinking of the past and such. Though I have to admit; writing the Clem/Carley scene made me tear up a bit. Well I'm sure you'll enjoy this chapter as well.**

**To Purplepox63010- yeah I know everyone probably hates Lilly even more because of me. Well I'm so happy that you loved that Carley/ Clem moment. Now let's see if you love this Lee/ Clem moment.**

**To my mysterious guest- thank you so much, I'm thrilled that you thought it was a great chapter. Hope you like this one.**

**To Allison- I'm glad you like my story so far. And yeah I have to admit, car crashes are not fun. I'm glad your family is okay though, cause let me tell you. Car crashes sucks****. Anyway I'm much better; thanks for asking if I'm ok. When I read it I was like, "yeah my reviewers love me **

**To WingsOfTheRaven112- Yeah, I love it when others love my work. I'll try to update soon and I hope you enjoy **

**To AmiLianne- Yes Master! Your wish is my command **

**Well that all folks, until I update again, this is Rodan78 signing out **


	6. Chapter 6: Everyone i know goes away

**Chapter 6: Everyone I Know Goes Away In The End.**

The train sped by the forest at a fast pace; faster than Kenny's RV could have ever gone. Though no matter how fast they went. No matter how far Kenny pushed the train to its limit. It would not be enough, for the hands of death were slowly overtaking them. And it would not stop until it took its victim.

Lee stood by Chuck as they looked at the Georgian landscape pass by. Ben sat by the other entrance alone. Clementine sat in a corner looking at Duck and Katja. Duck was barely breathing now. The tension inside was felt by everyone, for it was just a waiting game now. They were waiting for death to arrive, and to take Duck from his parents forever.

"It has to be hard for you? Three adults taking care of three kids with walkers trying to kill you. No disrespect son." Chuck said as Ben gave him an offended glare.

"We'll be fine. We've gone through just as much as anybody else." Lee said calmly.

"Still, for three months. I wonder how you guys made it. Six people aren't that many." Chuck said.

"There were more of us."

"The dead got them?"

"No"

"Ah, so the living turned on you. Fight the dead, but fear the living" Chuck said, but was soon interrupted by a fit of harsh coughing.

"Lee! Lee I need you to go get Kenny. Please." Katja choked out as she saw her son coughing blood out.

"Please Lee; can you get that of his face" she cried out as she saw the blood streaming down his face. Lee grabbed a rag and wiped it of his face. Lee looked solemn as he stared into Katja's blue teary eyes.

"Don't worry I'll get him." Lee said determinedly. Lee ran to the compartment room but stopped suddenly. Lee knew that Kenny was in denial. He knew that if it was anyone else that he would kill them, but his son. No, Kenny would never do it. He would run and take his chances. No matter what happened, Lee knew that it would come to a fight. Rather it would be a physical or verbal fight; only time would tell. Lee slowly opened the door and walked inside.

"You need to stop this train Kenny." Lee said, but all he got was a glare from Kenny as he looked at him and then went back to his controls.

"Kenny." Lee said as he showed Kenny the blood stained rag.

"What the hell is that?" Kenny growled.

"Your son's blood" Lee said.

"Get out of here Lee! We don't know that he is going to die. It's just a damn scratch! What is your problem?!"

"He's not going to get better Kenny. He's dying, and he's in pain. You know that; stop the train Kenny." Lee said gently.

"Fuck you Lee! I'm trying to take care of MY REAL FAMILY! Not that crap you had with Clementine and Carley. You don't know what it is to love someone!" Kenny yelled as he pushed the throttle at full speed; the train at its limit as it fled from the inevitable death of Duck. At this Lee wanted to rip Kenny's head of! How dare he say that! How dare he bring up Carley!

"Hershel was right. You are a coward! You won't be a man and help Katja when she's in need of it. You just sit here Kenny and let me do your job. Or better yet; let Katja do a man's job!"

"FUCK YOU!" Kenny yelled as he stood to his feet. "You want to go Lee!" his question was answered by Lee shoving him back.

"Yeah I do; someone has to knock some sense into you." Lee growled as his patience began to run out. Lee slowly got into his stance; knowing Kenny he would charge like a bull and hope he could end this in one hit. Lee knew this after the fight with Andy. Sure enough he was right as Kenny charged towards him, Kenny's fist raised to knock him out. Lee moved to side and let Kenny run into the console. As soon as he did Lee charged him and used his arm to choke him. Kenny threw a punch, but Lee deflected it with is elbow.

"I promised Katja that I would make you stop the train, and you better believe I will." Lee said as he dodged yet another punch.

"I don't give a fuck if you're an asshole and we don't get along! I am not letting Katja or Duck suffer because of your dumbass!" Lee yelled as he deflected a weak punch from Kenny.

"You want to hurt people because you're afraid! Losing Duck isn't enough for you; because you'll fucking lose everything acting like this. I'll kill you before I let that happened!" Lee yelled as he threw Kenny to the ground. Kenny gasped for air as his vision became blurry. He looked up to Lee. Lee saw that he was just a broken man who just realized his son would die. Kenny slowly stood up and pulled the lever back as the train slowly stopped.

Lee walked back to the group, Kenny slowly following him. They were soon greeted with Katja cradling Duck; her sweater soaked with Duck's blood. She could feel Duck's heart rate begin to slow down. His breathing began to have a rattle in it. For the past hour he could no longer move by himself; his face showing no reorganization of his mother. Katja knew that the son she loved with all her heart was dead; now a former shadow of whom he once was.

"Ken, I think it's time." Katja cried in pain; as she slowly lost her composure. Ducks breaths have now become short gasps of air. His body was burning up, his face became pale, and his eyes had a blue tint to them. At this point even ben knew what happened to Duck.

'_Oh god no. Duck, I'm so sorry. God; what have I done. I got Carley and Duck killed, and it's all my fault. Damn it! Maybe Lilly should have shot me or the bandits when I got jumped. Then the group would have been safe.'_ Ben thought to himself as he saw Duck's life fade before him.

I think it is time to…God… I can't even say it. Kenny, you know what is going too happened to our son in a few moments. We can't let that happened… we can't let him become one of those monsters.

"But… what if he doesn't? Maybe he's immune and he won't-"

"Kenny, I love you so much. I love our son more than life itself, but I need you to listen to me. What you are saying; that duck will be ok… is foolish." Katja said, but as she did she felt that the pieces of her heart where ground up to fine powder as she saw all the hope leaving Kenny's face.

"Can't you just give him a pill honey; he could just fall asleep and move on painlessly like the dogs and cats. Right hon."

"Stop it, now is not the time."

"I mean this is our son!"

"I know, but you and I know it either we shoot him here or he turns." Katja said as she stroked Duck's head, fighting a losing battle to save her son. Duck has been unresponsive to her for the past hour. He couldn't even move or talk anymore.

"Let me do it Katja, I'm his father, I can do this. You shouldn't have to do it."

"Kenny we both know you can't do it, I don't want you to do this."

"I'll do it. No parent should have to go through with this; putting their son done. Let me do it." At this both Kenny and Katja looked at Lee's solemn face.

"If you can do this you would be doing this family a great service. Just let me and Kenny say our goodbyes first." Katja said as she lifted duck into her arms. She looked to Kenny and saw the hopelessness in his eyes.

"I can't honey, I'm so sorry, but I…

"Shhhhh. I understand, I'll say my goodbyes alone and let Lee end his pain… I love you so much Kenny." Katja said tearfully as she kissed him and walked into the forest, ducks raspy breaths was the only noise mad.

"Kenny! Go with her man; she needs you!"

"I can't! I just can't do it Lee." Kenny whispered bitterly as he saw Katja walk away. He felt as though he failed as a man. Lee looked on with pity and knelt by Clementine.

"Duck is going to die, isn't he." Clementine stated sadly. Despite all the times duck had annoyed her; she still befriended him and enjoyed his company. And knowing he would be gone forever was to much for her to bear. First Carley died, then Lilly, and now Duck.

"Yeah, and I'm going to make sure he doesn't come back as a walker. I know how tough it is to lose a friend, but-"

**BAM!**

A single gunshot echoed throughout the forest.

"What the hell. Kenny do you still have your gun on you?" Lee asked.

"Of course I do! It's right…" Kenny fell silent as he realized his gun was no longer in his back pocket. Kenny put two and two together and was horrified.

"Oh no. No no no no!" Kenny yelled out as he realized Katja was the one who had to put their son out of his misery and to prevent him from turning.

"This will never happened to you." Lee told Clementine. However eyes of doubt stared right him.

"You don't know that."

"Yes I do. I will kill every walker in Georgia if I have to. But now I need to check on Katja, so I need you to stay with Ben and Chuck. Lee said as he walked into the forest. Lee knew that he had to get Katja out of there before walkers showed up. Lee could not even began to imagine the grief going through her mind. All he knew was that they had to leave and fast. It took him a few minutes to arrive, but the scene that was in front of him was a nightmare.

"**No! Katja!" **Lee yelled in horror.

* * *

Clementine sat by the train, hoping that Lee and Katja would return soon. Its been a few minutes since he was gone, but to her it felt as though it was a few hours. She just hoped it would be over soon.

No! Katja! A yell echoed through the forest, Lees voice. Kenny ran into the forest. No one knew what was going on. Ben was up ahead pacing muttering to himself. He looked nervous. His hands shaking as he tried to calm his nerves.

"You know you will die like him as well." At this Clementine looked up to Chuck; his face grim and sad.

"No I won't, Lee would never let that happened."

"Lee is just one man, and besides…didn't Kenny say the same thing to Duck?" Chuck said as he walked back to the front of the train. A cold chill went through Clementine as she imagined if the roles were reversed. All of a sudden whatever chance of reaching Savannah was gone. In just one day they already lost half of their group.

* * *

Lee stood in horror as the blood soaked the ground, Katja's blood. In her hand was Kenny's pistol. The evidence was all there. She could no longer live without her son and decided to join him in death. The pain she must have gone through, God it must have been unbearable. Lee heard footsteps coming from behind and knew who it was by his sobs of pain and loss.

"Katja,please don't do this to me. oh god… oh fucking God no." Kenny cried out as he cried over the body of his wife. Lee felt bad that he had to beat Kenny earlier; no one should have ever had to deal with this tragedy. it seemed however tragedies like this have been more frequent since the apocalypse, and more are yet to come.

"Damn it, we shouldn't have let her come by herself. We should have been here." Lee muttered to himself.

A raspy breath interrupted the duo however. They both turned and saw an old oak tree, and there laid Duck living on borrowed time. It would not take much longer now. The end had come for Duck. Now it was just a matter of time. Would Lee or Kenny put him out of his misery, or would he turn into another monster of the undead army.

"Kenny, let me do this man. You shouldn't have to do something like this." Lee said as Kenny handed his gun to him. Lee looked at Duck and whispered,"I'm sorry Duck. You were a great kid and I hope your mom is waiting for you on the other side."

**BAM!**

* * *

Clementine stared intently at the path that Lee, Katja and Kenny ran through; the forest seemed to swallow them as they dissapered from her. Every second Lee was gone fear began to claw at heart. Those three should have been back my now. clementine knew something had to have gone wrong, but she hoped nothing did. However Chuck's words and Carley's death began to haunt her evenmore. What if Lee would to die? what would happened to her? No matter how hard she tried to avoid the question she knew the answer. She would be dead. Without Lee she would be alone; the others didnt know much about her, not like lee knew her. if Carley was still alive she would be somewhat better, but with her gone all she had was Lee.

Two shadows began to emerge from the murky darkness that hid the trail. It was Lee and Kenny, and Kenny was crying, but where was Katja? Kenny walked to the control room while Lee walked right past her. Clementine ran to his side and grabbed his hand. lee loked down at her, his grim face softened a little bit, but then turned grimer.

"Whers Katja Lee?"

"Clementine... Katja is dead." Lee said somberly," I'll tell you later, but first we have to get back on the train." Clementine looked at him sadly and pulled herself up. The train slowly groaned to life, and set of into the sun once more.

* * *

**Ok and ch 6 is done. I would like to thank all of you for your reviews and help, and hey! 21 followers and 25 reviews... heck yeah! i would like to apologize that ch 6 is about a week late, i was out camping and couldnt find any wifi there. any way I hope you all enjoy this and i'll be working on ch 7. And know for a shout out to my reviewers :D**

**to Purplepox63010- I'm glad you loved that moment between Clem/Lee. you are like my #1 fan :D. thank you so much for your reviews. It's guys like you that help motivate me :)**

**to Trent- I'm glad you like my story. However i am not interested at all in writing a romantic story between Lee/Clem. That is not my style and will never be my style. However I'm sure some other author here will be happy to acept your challenge.**

**To the mysterious guest- Oh boy, pack your bags man cause you're going on a Feel trip. This is but the tip of the iceburg, the worst is yet to come. muhahahahaha... thats my evil laugh by the way :)**

**To Littlekidz- Well I'm happy that you liked it, though 2nd place. looks like I have to try harder. Anyway i hope you become a follower :)**

**Well untill next time, this is Rodan78 signing out for now.**


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